<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM 10-Q


(Mark one)

[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934.

For the quarterly period ended December 31, 2001 or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

For the transition period from __________________ to __________________

Commission File Number:  1-9641

                              IDENTIX INCORPORATED
                              --------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                              <C>
           Delaware                                        94-2842496
-------------------------------                  ---------------------------------
(State or other jurisdiction of                  (IRS Employer Identification No.)
 incorporation or organization)

100 Cooper Court, Los Gatos, California                        95032
---------------------------------------                        -----
(Address of principal executive offices)                     (Zip Code)
</TABLE>

Registrant's telephone number, including area code (408) 335-1400

        Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days. YES [X] NO [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

        Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:

                        44,792,283 shares of Common Stock
                             as of January 31, 2002



                                        1
<PAGE>

                              IDENTIX INCORPORATED

                                      INDEX

<TABLE>
<S>                                                                               <C>
PART I          FINANCIAL INFORMATION

       Item 1   Unaudited Financial Statements

                Condensed Consolidated Balance Sheets --
                December 31, 2001 and June 30, 2001 ..........................     3

                Condensed Consolidated Statements of Operations -
                Three and six months ended December 31, 2001 and 2000 ........     4

                Condensed Consolidated Statements of Cash Flows --
                Six months ended December 31, 2001 and 2000 ..................     5

                Notes to Condensed Consolidated Financial Statements .........     6

       Item 2   Management's Discussion and Analysis of Financial
                Condition and Results of Operations  .........................    11

       Item 3   Quantitative and Qualitative Disclosures
                about Market Risk ............................................    22

PART II         OTHER INFORMATION

       Item 1   Legal Proceedings ............................................    24

       Item 2   Changes in Securities ........................................    24

       Item 4   Submission of Matters to a Vote of Security Holders ..........    24

       Item 6   Exhibits .....................................................    24

       Signature .............................................................    25
</TABLE>



                                        2
<PAGE>

                              IDENTIX INCORPORATED
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      DECEMBER 31,          JUNE 30,
                                                                          2001               2001
                                                                     -------------       -------------
<S>                                                                  <C>                 <C>
                                             ASSETS
Current assets:
   Cash and cash equivalents ..................................      $  58,884,000       $  20,777,000
   Accounts receivable, net ...................................         17,276,000          23,154,000
   Inventories ................................................          6,794,000           6,089,000
   Prepaid expenses and other assets ..........................          1,471,000           1,768,000
                                                                     -------------       -------------
       Total current assets ...................................         84,425,000          51,788,000
Property and equipment, net ...................................          5,859,000           4,587,000
Intangibles and other assets ..................................          4,198,000           4,287,000
Goodwill ......................................................         22,792,000          22,792,000
                                                                     -------------       -------------
               Total assets ...................................      $ 117,274,000       $  83,454,000
                                                                     =============       =============

                                 LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable ...........................................      $   7,504,000       $  10,595,000
   Accrued compensation .......................................          4,919,000           4,658,000
   Other accrued liabilities ..................................            797,000           1,275,000
   Deferred revenue ...........................................          3,373,000           4,218,000
                                                                     -------------       -------------
       Total current liabilities ..............................         16,593,000          20,746,000
Other liabilities .............................................            194,000              56,000
                                                                     -------------       -------------
       Total liabilities ......................................         16,787,000          20,802,000
                                                                     -------------       -------------
Shareholders' equity:
   Convertible preferred stock, $0.01 par value;
   2,000,000 shares authorized; 234,558 shares issued and
   outstanding at December 31 and June 30, 2001 ...............          3,702,000           3,702,000
   Common stock, $0.01 par value; 100,000,000 shares authorized
   44,735,097 and 36,601,242 shares issued and outstanding
     at December 31 and June 30, 2001 .........................            447,000             366,000
   Additional paid-in capital .................................        197,038,000         144,604,000
   Accumulated deficit ........................................       (100,519,000)        (85,839,000)
   Accumulated other comprehensive loss .......................           (181,000)           (181,000)
                                                                     -------------       -------------
       Total shareholders' equity .............................        100,487,000          62,652,000
                                                                     -------------       -------------
               Total liabilities and shareholders' equity .....      $ 117,274,000       $  83,454,000
                                                                     =============       =============
</TABLE>


   The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                        3
<PAGE>

                              IDENTIX INCORPORATED
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                                             DECEMBER 31,                      DECEMBER 31,
                                                                    -----------------------------     ------------------------------
                                                                       2001              2000             2001             2000
                                                                    ------------     ------------     ------------     ------------
<S>                                                                 <C>              <C>              <C>              <C>
REVENUES:
   Product revenues .............................................   $  6,527,000     $  8,193,000     $ 12,583,000     $ 16,091,000
   Services revenues ............................................     12,985,000       12,781,000       23,693,000       24,978,000
                                                                    ------------     ------------     ------------     ------------
       Total revenues ...........................................     19,512,000       20,974,000       36,276,000       41,069,000
                                                                    ------------     ------------     ------------     ------------
COST AND EXPENSES:
   Cost of product revenues .....................................      4,008,000        4,843,000        8,096,000        9,560,000
   Cost of services revenues ....................................     11,801,000       11,047,000       21,731,000       21,732,000
   Research, development and engineering ........................      2,254,000        2,387,000        4,868,000        4,551,000
   Marketing and selling ........................................      3,497,000        4,161,000        6,948,000        7,467,000
   General and administrative ...................................      4,121,000        3,310,000        7,649,000        6,250,000
   Amortization of acquired intangible assets ...................        233,000          832,000          466,000        1,664,000
   Restructuring charge for workforce reduction .................             --               --        1,712,000               --
   Preferred stock and warrant expense ..........................             --               --               --        1,259,000
                                                                    ------------     ------------     ------------     ------------
       Total costs and expenses .................................     25,914,000       26,580,000       51,470,000       52,483,000
                                                                    ------------     ------------     ------------     ------------
Loss from operations ............................................     (6,402,000)      (5,606,000)     (15,194,000)     (11,414,000)
Interest and other income (expense), net ........................        178,000          444,000          400,000          844,000
Interest expense ................................................             --          (42,000)              --          (65,000)
                                                                    ------------     ------------     ------------     ------------
Loss before income taxes, equity interest in income of joint
  venture and cumulative effect of a change in accounting
  principle .....................................................     (6,224,000)      (5,204,000)     (14,794,000)     (10,635,000)
Benefit (provision) for income taxes ............................             --          (39,000)           1,000          (56,000)
                                                                    ------------     ------------     ------------     ------------
Loss before equity interest in income of joint venture
  and cumulative effect of a change in accounting principle .....     (6,224,000)      (5,243,000)     (14,793,000)     (10,691,000)
Equity interest in income of joint venture ......................         21,000           64,000          113,000          135,000
                                                                    ------------     ------------     ------------     ------------
Loss before cumulative effect of a change in accounting
  principle .....................................................     (6,203,000)      (5,179,000)     (14,680,000)     (10,556,000)
Cumulative effect of a change in accounting principle ...........             --               --               --       (1,998,000)
                                                                    ------------     ------------     ------------     ------------
NET LOSS ........................................................   $ (6,203,000)    $ (5,179,000)    $(14,680,000)    $(12,554,000)
                                                                    ============     ============     ============     ============
BASIC AND DILUTED NET LOSS PER SHARE:
 Loss before cumulative effect of a change in accounting
   principle ....................................................   $      (0.16)    $      (0.15)    $      (0.39)    $      (0.32)
 Cumulative effect of a change in accounting principle ..........             --               --               --            (0.06)
                                                                    ------------     ------------     ------------     ------------
 Net loss per share .............................................   $      (0.16)    $      (0.15)    $      (0.39)    $      (0.38)
                                                                    ============     ============     ============     ============
WEIGHTED AVERAGE COMMON SHARES USED IN BASIC
   AND DILUTED LOSS PER SHARE COMPUTATION .......................     37,824,000       33,439,000       37,226,000       33,323,000
</TABLE>


   The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                        4
<PAGE>

                              IDENTIX INCORPORATED
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                 SIX MONTHS ENDED
                                                                                   DECEMBER 31,
                                                                         -------------------------------
                                                                            2001               2000
                                                                         ------------       ------------
<S>                                                                      <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss .......................................................      $(14,680,000)      $(12,554,000)
   Adjustments to reconcile net loss to net cash used for operating
     activities:
       Depreciation and amortization ..............................         1,713,000          2,780,000
       Loss on disposal of property and equipment .................            44,000              7,000
       Recognition of deferred revenue ............................        (4,301,000)        (3,423,000)
       Equity interest in income of joint venture .................          (113,000)          (135,000)
       Stock compensation expenses ................................           307,000            656,000
       Inventory reserves .........................................          (121,000)            81,000
       Allowance for doubtful accounts ............................           136,000            309,000
       Preferred stock and warrant expense ........................                --          1,259,000
   Changes in assets and liabilities:
       Restricted cash ............................................                --         (1,817,000)
       Accounts receivable ........................................         5,742,000         (2,844,000)
       Inventories ................................................          (584,000)        (2,297,000)
       Prepaid expenses and other assets ..........................           297,000           (598,000)
       Accounts payable ...........................................        (3,091,000)         1,921,000
       Accrued compensation .......................................           (46,000)           374,000
       Other accrued liabilities ..................................          (227,000)          (282,000)
       Deferred revenue ...........................................         3,456,000          9,585,000
                                                                         ------------       ------------
   Net cash used for operating activities .........................       (11,468,000)        (6,978,000)
                                                                         ------------       ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures ...........................................        (2,526,000)        (1,189,000)
   Proceeds from the sale of property and equipment ...............             7,000                 --
   Additions to intangibles and other assets ......................          (421,000)        (1,517,000)
                                                                         ------------       ------------
   Net cash used for investing activities .........................        (2,940,000)        (2,706,000)
                                                                         ------------       ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Borrowings under bank lines of credit ..........................                --          2,452,000
   Payments under bank lines of credit ............................                --         (2,882,000)
   Proceeds from sales of common and preferred stock ..............        52,515,000          5,133,000
                                                                         ------------       ------------
   Net cash provided by financing activities ......................        52,515,000          4,703,000
                                                                         ------------       ------------
Net increase (decrease) in cash and cash equivalents ..............        38,107,000         (4,981,000)
Cash and cash equivalents at period beginning .....................        20,777,000         15,620,000
                                                                         ------------       ------------
Cash and cash equivalents at period end ...........................      $ 58,884,000       $ 10,639,000
                                                                         ============       ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the period for interest .......................      $         --       $     22,000
</TABLE>



  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.



                                        5
<PAGE>

                              IDENTIX INCORPORATED
                       SIX MONTHS ENDED DECEMBER 31, 2001
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.  Basis of Presentation

    These accompanying condensed consolidated financial statements and related
    notes are unaudited. However, in the opinion of management, all adjustments
    (consisting only of normal recurring adjustments) which are necessary for a
    fair presentation of the financial position and results of operations for
    the interim periods presented have been included. These condensed
    consolidated financial statements should be read in conjunction with the
    audited condensed consolidated financial statements and notes thereto for
    the fiscal year ended June 30, 2001 included in the Company's Form 10-K. The
    results of operations for the six months ended December 31, 2001 are not
    necessarily indicative of results to be expected for the entire fiscal year,
    which ends on June 30, 2002.

    Certain prior period amounts have been reclassified to conform to current
    period presentation.

    In fiscal year 2002, the Company changed its presentation of deferred
    revenue and the related accounts receivable to exclude such amounts from the
    consolidated financial statements. Prior year's amounts have been
    reclassified to conform to the current year's presentation, as follows:

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,         JUNE 30,
                                                                     2001               2001
                                                                 ------------       ------------
<S>                                                              <C>                <C>
Accounts receivable gross .................................      $ 19,037,000       $ 25,608,000
Deferred revenue offset against related accounts receivable        (1,761,000)        (2,454,000)
                                                                 ------------       ------------
Accounts receivable per balance sheet .....................      $ 17,276,000       $ 23,154,000
                                                                 ============       ============
</TABLE>

2.  Cash and Liquidity

    In December 2001, the Company sold 7,390,000 shares of its Common Stock in a
    private placement to new and existing institutional investors. The shares
    were sold at $7.00 per share and resulted in net cash proceeds to the
    Company of $48,159,000.


    At December 31, 2001, the Company's wholly owned subsidiary, IPS, was in
    technical default of certain financial and other covenants on its bank line
    of credit. On February 13, 2002 the Company obtained a waiver of default
    from the bank for the breach of the covenants through and including April 1,
    2002. There were no amounts outstanding under this bank line of credit at
    any time during the six months ended December 31, 2001.



    While the Company believes that cash flows from operations, together with
    existing working capital and available lines of credit, are adequate to fund
    the Company's current cash requirements, the Company may need to raise
    additional debt or equity financing in the future. The Company may not be
    able to obtain additional debt or equity financing. If successful in raising
    additional financing, the Company may not be able to do so on terms that are
    not excessively dilutive to existing stockholders or less costly than
    existing sources of financing. Failure to secure additional financing in a
    timely manner and on favorable terms in the future could have a material
    adverse impact on the Company's financial performance and stock price and
    require the Company to implement certain cost reduction initiatives and
    curtail certain of its operations.


3.  Inventories

    Inventories are stated at the lower of standard cost (which approximates
    actual cost determined on a first-in, first-out method) or market and
    consisted of the following:

<TABLE>
<CAPTION>
                                     DECEMBER 31,      JUNE 30,
                                        2001             2001
                                     ------------     ----------
<S>                                  <C>              <C>
Purchased parts and materials ..      $3,392,000      $1,603,000
Work-in-process ................         965,000       1,260,000
Finished goods, including spares       2,437,000       3,226,000
                                      ----------      ----------
                                      $6,794,000      $6,089,000
                                      ==========      ==========
</TABLE>





                                       6

<PAGE>

    The Company provides for obsolete, slow moving or excess inventories in the
    period when obsolescence or inventory in excess of expected demand is first
    identified. During the six months ended December 31, 2001, the Company
    physically disposed of $313,000 of inventory, which had been provided for at
    June 30, 2001. In addition, during the three months ended September 30,
    2001, the Company sold or used $205,000 of inventory, which had been
    previously provided for at June 30, 2001.

4.  Sale of Series A Convertible Preferred Stock and Warrant

    In July 2000, the Company entered into a Securities Purchase Agreement with
    Motorola, Inc. ("Motorola"), whereby the Company sold 234,558 shares of
    Series A Convertible Preferred Stock (the "Series A Preferred Stock") at
    $15.99 per share, resulting in cash proceeds to the Company of $3,702,000,
    net of issuance costs. The sale of the Series A Preferred Stock was exempt
    from registration under applicable securities laws. However, Motorola has
    demand registration rights, which were effective beginning on January 7,
    2001.

    In connection with the issuance of the Series A Preferred Stock, the Company
    also issued Motorola a warrant to purchase 187,647 shares of the Company's
    common stock at $17.11 per share. The warrant is immediately exercisable and
    expires on July 7, 2005. The Company determined the fair value of the
    warrant using the Black-Scholes option pricing model. Based on the net cash
    proceeds received from the sale of Series A Preferred Stock of $3,702,000,
    the relative fair values of the Series A Preferred Stock and the warrant
    totaled $2,443,000 and $1,259,000, respectively. The relative fair market
    value of the warrant was credited to additional paid-in capital within
    shareholders' equity. The Company recognized a one-time preferred stock and
    warrant expense of $1,259,000 relating to the embedded beneficial conversion
    feature within the Series A Preferred Stock.

5.  Restructuring Charge for Workforce Reduction

    In June 2001, the Company initiated a restructuring of its worldwide
    operations to reduce costs and increase operational efficiencies. In
    connection with the restructuring, in July 2001, the Company initiated a
    workforce reduction of approximately 42 employees, or 10% of its worldwide
    workforce primarily in marketing, selling and other administrative
    functions. The workforce reduction resulted in a $1,712,000 charge during
    the quarter ended September 30, 2001 relating primarily to severance and
    fringe benefits. Related cash payments of $1,306,000 were made during the
    six months ended December 31, 2001. The remaining liability at December 31,
    2001 of $406,000 is included in accrued compensation in the condensed
    consolidated balance sheets. The Company expects that this amount will be
    paid by June 30, 2002.

6.  Earnings Per Share

    Basic earnings per share are computed by dividing net income (loss)
    available to common shareholders by the weighted average number of common
    shares outstanding during the period. Diluted earnings per share gives
    effect to all dilutive potential common shares outstanding during the
    period, including convertible preferred stock as well as stock options and
    warrants, using the treasury stock method.

    Options and warrants to purchase 6,722,769 and 6,733,383 shares of common
    stock were outstanding at December 31, 2001 and 2000, respectively, but were
    not included in the computation of diluted net loss per share as their
    effect was anti-dilutive. Also 234,558 shares of convertible preferred stock
    were outstanding at December 31, 2001 and are convertible into 235,553
    shares of common stock, but were not included in the computation of diluted
    net loss per share as their effect was anti-dilutive.

    Shares held under the Company's employee stock ownership plan are treated as
    outstanding for purposes of computing earnings per share amounts.

7.  Comprehensive Loss

    Other comprehensive loss includes charges or credits to equity that are not
    the result of transactions with owners. Accumulated other comprehensive loss
    consists of foreign currency translation adjustments. As the Company



                                        7
<PAGE>

    substantially liquidated its foreign operation in February 1998, there has
    been no other comprehensive income (loss) from that date.

8.  Adoption of SFAS No. 142, "Goodwill and Other Intangible Assets"

    The results of operations for the three and six months ended December 31,
    2001 include the effect of adopting the Financial Accounting Standards
    Board, or FASB, Statement of Financial Accounting Standards No. 142, or SFAS
    No. 142, "Goodwill and Other Intangible Assets" as of July 1, 2001. The
    adoption of SFAS No. 142 resulted in a reduction of goodwill amortization
    expense of $599,000 and $1,198,000, respectively for the three and six
    months ended December 31, 2001. This reduction represents the amount of
    amortization of goodwill that, in accordance with SFAS No. 142, is no longer
    subject to amortization. Goodwill is no longer subject to amortization, but
    is instead subject to periodic (at minimum, on an annual basis) impairment
    testing. Intangible assets that have finite useful lives will continue to be
    amortized over their respective useful lives of approximately five years.
    The goodwill test for impairment consists of a two-step process that begins
    with an estimation of the fair value of a reporting unit. The first step is
    a screen for potential impairment and the second step measures the amount of
    impairment, if any.

    The Company's goodwill balance of $22,792,000 at December 31, 2001 arose
    from its April 1999 acquisition of Identicator Technologies, Inc. The
    goodwill has been assigned to the Company's Security reporting unit, which
    is also a reportable segment. In December 2001, the Company completed the
    transitional goodwill impairment testing required by SFAS No. 142 and
    determined that the goodwill is not impaired. The fair value of the Security
    segment was estimated using the expected present value of future cash flows.

    A reconciliation of previously reported net loss and net loss per share to
    the amounts adjusted for the exclusion of goodwill amortization is as
    follows:

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED                     SIX MONTHS ENDED
                                                        DECEMBER 31,                          DECEMBER 31,
                                               -------------------------------       -------------------------------
                                                   2001               2000               2001               2000
                                               ------------       ------------       ------------       ------------
<S>                                            <C>                <C>                <C>                <C>
Reported net loss .......................      $ (6,203,000)      $ (5,179,000)      $(14,680,000)      $(12,554,000)
Add:  Goodwill amortization .............                --            599,000                 --          1,198,000
                                               ------------       ------------       ------------       ------------
Adjusted net loss .......................      $ (6,203,000)      $ (4,580,000)      $(14,680,000)      $(11,356,000)
                                               ============       ============       ============       ============
Basic and diluted net loss per share:
  Reported net loss .....................      $      (0.16)      $      (0.15)      $      (0.39)      $      (0.38)
  Goodwill amortization .................                --               0.02                 --               0.04
                                               ------------       ------------       ------------       ------------
  Adjusted net loss .....................      $      (0.16)      $      (0.13)      $      (0.39)      $      (0.34)
                                               ============       ============       ============       ============
WEIGHTED AVERAGE COMMON SHARES USED IN BASIC
   AND DILUTED LOSS PER SHARE COMPUTATION ..     37,824,000         33,439,000         37,226,000         33,323,000
</TABLE>

9.  Recent Accounting Pronouncements

    In October 2001, the FASB issued Statement of Financial Accounting Standards
    No. 144 or SFAS No. 144, "Accounting for the Impairment or Disposal of
    Long-Lived Assets". SFAS No. 144 addresses financial accounting and
    reporting for the impairment of long-lived assets and for long-lived assets
    to be disposed. SFAS No. 144 will be effective for fiscal years beginning
    after December 15, 2001. The Company is currently evaluating the impact of
    SFAS No. 144, but does not expect that its adoption on July 1, 2002 will
    have a material effect on its financial statements.



                                        8
<PAGE>

10. Reportable Segments Data

    The Company has determined that its reportable segments are those based on
    its method of internal reporting. The Company's reportable segments are
    Imaging, Security, Government Services and Fingerprinting Services.
    Management has organized the Company on product lines. The Company's
    reportable segments are strategic business units that offer different
    products and services and include inter-segment revenues, corporate
    allocations and administrative expenses. Revenues are attributed to the
    reportable segment of the sales or service organizations, and costs directly
    and indirectly incurred in generating revenues are similarly assigned.
    Segment information is as follows:

<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED                SIX MONTHS ENDED
                                                      DECEMBER 31,                     DECEMBER 31,
                                             -----------------------------     -----------------------------
                                                2001               2000            2001              2000
                                             ------------     ------------     ------------     ------------
<S>                                          <C>              <C>              <C>              <C>
Total revenues:
   Imaging ..............................    $  4,424,000     $  6,104,000     $  9,323,000     $ 12,469,000
   Security .............................       2,103,000        2,089,000        3,260,000        3,622,000
   Government Services ..................      13,422,000       13,938,000       24,609,000       27,089,000
   Elimination of inter-segment revenues         (437,000)      (1,157,000)        (916,000)      (2,111,000)
                                             ------------     ------------     ------------     ------------
                                             $ 19,512,000     $ 20,974,000     $ 36,276,000     $ 41,069,000
                                             ============     ============     ============     ============
Depreciation and amortization:
   Imaging ..............................    $    334,000     $    273,000     $    690,000     $    520,000
   Security .............................         374,000          931,000          738,000        1,857,000
   Government Services ..................         143,000          204,000          285,000          403,000
                                             ------------     ------------     ------------     ------------
                                             $    851,000     $  1,408,000     $  1,713,000     $  2,780,000
                                             ============     ============     ============     ============
Interest and other income (expense), net:
   Imaging ..............................    $     29,000     $     78,000     $     80,000     $    165,000
   Security .............................          42,000          117,000          117,000          292,000
   Government Services ..................          25,000          181,000           35,000          250,000
   Fingerprinting Services ..............          82,000           68,000          168,000          137,000
                                             ------------     ------------     ------------     ------------
                                             $    178,000     $    444,000     $    400,000     $    844,000
                                             ============     ============     ============     ============
Interest expense:
   Imaging ..............................    $         --     $         --     $         --     $         --
   Security .............................              --               --               --               --
   Government Services ..................              --           42,000               --           65,000
                                             ------------     ------------     ------------     ------------
                                             $         --     $     42,000     $         --     $     65,000
                                             ============     ============     ============     ============
Net income (loss):
   Imaging ..............................    $ (1,128,000)    $    (87,000)    $ (3,130,000)    $ (2,177,000)
   Security .............................      (4,576,000)      (5,553,000)     (10,107,000)     (11,327,000)
   Government Services ..................        (602,000)         329,000       (1,724,000)         678,000
   Fingerprinting Services ..............         103,000          132,000          281,000          272,000
                                             ------------     ------------     ------------     ------------
                                             $ (6,203,000)    $ (5,179,000)    $(14,680,000)    $(12,554,000)
                                             ============     ============     ============     ============
Capital expenditures:
   Imaging ..............................    $     95,000     $    517,000     $    181,000     $    667,000
   Security .............................         218,000          157,000          289,000          215,000
   Government Services ..................         690,000          153,000        2,049,000          307,000
                                             ------------     ------------     ------------     ------------
                                             $  1,003,000     $    827,000     $  2,519,000     $  1,189,000
                                             ============     ============     ============     ============
</TABLE>



                                        9
<PAGE>

<TABLE>
<CAPTION>
                                           DECEMBER 31,        JUNE 30,
                                               2001             2001
                                           ------------     ------------
<S>                                        <C>              <C>
Identifiable assets:
   Imaging .............................   $ 75,032,000     $ 33,838,000
   Security ............................     26,100,000       30,579,000
   Government Services .................     16,142,000       19,037,000
                                           ------------     ------------
                                           $117,274,000     $ 83,454,000
                                           ============     ============
</TABLE>

11. Foreign Operations Data

    In geographical reporting, revenues are attributed to the geographical
location of the sales and service organizations:

<TABLE>
<CAPTION>
                           THREE MONTHS ENDED                SIX MONTHS ENDED
                              DECEMBER 31,                     DECEMBER 31,
                      ----------------------------      ----------------------------
                          2001             2000            2001             2000
                      -----------      -----------      -----------      -----------
<S>                   <C>              <C>              <C>              <C>
Total revenues:
   North America .....$18,473,000      $20,120,000      $34,897,000      $39,210,000
   International .....  1,039,000          854,000        1,379,000        1,859,000
                      -----------      -----------      -----------      -----------
                      $19,512,000      $20,974,000      $36,276,000      $41,069,000
                      ===========      ===========      ===========      ===========
</TABLE>

<TABLE>
<CAPTION>
                          DECEMBER 31,        JUNE 30,
                              2001              2001
                          ------------      -----------
<S>                       <C>               <C>
Identifiable assets:
   North America ........ $116,549,000      $82,420,000
   International ........      725,000        1,034,000
                          ------------      -----------
                          $117,274,000      $83,454,000
                          ============      ===========
</TABLE>



                                       10
<PAGE>

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Item 2.

    The statements in this report on Form 10-Q that relate to future plans,
events, or performance are forward-looking statements. Actual results, events
and performance may differ materially due to a variety of factors including the
factors described under "Risk Factors" below. The Company undertakes no
obligation to publicly update these forward-looking statements to reflect events
or circumstances that occur after the date hereof or to reflect the occurrence
of unanticipated events.

    Our future results of operations and the forward-looking statements
contained in this report on Form 10-Q involve a number of risks and
uncertainties, many of which are outside of our control. Factors that could
cause actual results to differ materially from projected results include, but
are not limited to, risks associated with (1) successful development and timely
introduction of new products and enhancements to existing products through
investment in research and development, (2) market acceptance of our new
products and services, (3) continued demand for our existing products and
services, (4) our ability to raise additional financing in the future to fund
research and development and operations, (5) our reliance on certain OEMs,
system integrators, distributors and resellers to actively and successfully
promote our products or pursue installations that use our equipment, (6) our
reliance on sole or limited source suppliers to supply components and certain
complete products efficiently, timely and at competitive prices, (7) general
market conditions and (8) the impact of future litigation.

OVERVIEW

    Identix Incorporated provides leading-edge fingerprint biometric
authentication security platforms and solutions for commercial and government
marketplaces. The Company offers hardware, software and consulting services to
protect information, control access, and maintain privacy and trust. A world
leader in biometric technology, Identix believes it has more fingerprint
biometric installations worldwide than any other company. Identix' products and
services are classified into three groups: (i) Security solutions that verify
the identity of an individual through the unique physical biological
characteristics of a fingerprint including itrust, Identix' Security software
solution that integrates authentication, access rights and administration as a
managed network security service to safeguard information sharing and data
transfer on open wired and wireless networks; (ii) Imaging solutions that
electronically capture forensic quality fingerprint images that can be
transmitted to Automated Fingerprint Identification Systems ("AFIS"); and (iii)
information technology, engineering and consulting services, including the
installation and integration of Identix products primarily to public sector
agencies. The Company's solutions employ industry leading optical fingerprint
capture technologies, proprietary algorithms and customizable application
software suites. Identix' technologies and intellectual property enable it to
produce Security and Imaging solutions for commercial, federal, state and local
government customers worldwide. The Company provides public sector services
through Identix Public Sector, Inc. ("IPS"), a wholly owned subsidiary of the
Company. Identix also formed a joint venture, Sylvan/Identix Fingerprinting
Centers, LLC ("SIFC"), in September 1997 with Sylvan Learning Systems, Inc.
("Sylvan"), for the purpose of providing fingerprinting services for a variety
of civilian applications. In June 2001, Identix launched its first itrust
Security solution offering.

    The results of operations for the three and six months ended December 31,
2001 include the effect of adopting the Financial Accounting Standards Board, or
FASB, Statement of Financial Accounting Standards No. 142, or SFAS No. 142,
"Goodwill and Other Intangible Assets" as of July 1, 2001. The adoption of SFAS
No. 142 resulted in a reduction of goodwill amortization expense of $599,000 and
$1,198,000, respectively for the three and six months ended December 31, 2001.
This reduction represents the amount of amortization of goodwill that, in
accordance with SFAS No. 142, is no longer subject to amortization. Goodwill is
no longer subject to amortization, but is instead subject to periodic (at
minimum, on an annual basis) impairment testing. Intangible assets that have
finite useful lives will continue to be amortized over their respective useful
lives of approximately five years. The goodwill test for impairment consists of
a two-step process that begins with an estimation of the fair value of a
reporting unit. The first step is a screen for potential impairment and the
second step measures the amount of impairment, if any.

    The Company's goodwill balance of $22,792,000 at December 31, 2001 arose
from its April 1999 acquisition of Identicator Technologies, Inc. The goodwill
has been assigned to the Company's Security reporting unit, which is also a
reportable segment. In December 2001, the Company completed the transitional
goodwill impairment testing required by SFAS No. 142 and determined that the
goodwill is not impaired. The fair value of the Security segment was estimated
using the expected present value of future cash flows.

RESULTS OF OPERATIONS

Revenues


Revenues for the three months and six months ended December 31, 2001 were
$19,512,000 and $36,276,000 compared to $20,974,000 and $41,069,000,
respectively, for the same periods in the prior fiscal year. The decrease in
revenues of 7% and 12% for the three and six months, respectively, was primarily
due to a decrease in product sales. For the three months ended




                                       11
<PAGE>

December 31, 2001 and 2000, the Company had one customer, the U.S. Department of
Defense ("DOD"), which accounted for 45% and 46%, respectively, of total
revenue.

    Product revenues were $6,527,000 and $12,583,000 for the three and six
months ended December 31, 2001, compared to $8,193,000 and $16,091,000 for the
same period in the prior fiscal year. The decrease in product revenues of 20%
and 22%, respectively, was due to a decrease in sales of Imaging solutions
products and services, primarily live-scan systems and customer service
programs.

    International sales accounted for $1,039,000 and $1,379,000 or 16% and 11%
of the Company's product revenues for the three and six months ended December
31, 2001 compared to $854,000 and $1,859,000 or 10% and 12% for the same period
in the prior fiscal year. The increase in international sales for the three
months ended December 31, 2001 was due to increased sales of the Security
Division's products in Europe. The Company's international sales are
predominately denominated in U.S. dollars, and the Company actively monitors its
foreign currency exchange exposure and, if significant, will take action to
reduce foreign exchange risk. To date, the Company has not entered into any
hedging transactions.

    Services revenues were $12,985,000 and $23,693,000 for the three and six
months ended December 31, 2001 compared to $12,781,000 and $24,978,000 for the
same period in the prior fiscal year. Services revenues increased 2% for the
three months ended while decreasing 5% for the six months ended December 31,
2001 in relation to the respective prior year periods. The 5% decrease in
revenue for the six months ended December 31, 2001 was primarily related to a
lower level of activity during the period from IPS' General Services
Administration "GSA" Schedule. The majority of the Company's services revenues
are generated directly from contracts with the U.S. government, principally the
DOD. For the three and six months ended December 31, 2001, revenues directly
from the DOD and from other U. S. government agencies accounted for 78% and 84%
respectively, of the Company's total services revenues compared to 89% and 90%
respectively, for the same period in the prior fiscal year.

    The Company's services business generates a significant amount of its
revenues from firm fixed-price ("FFP") contracts and from time-and-materials
("T&M") contracts. During the three and six months ended December 31, 2001 the
Company derived 88% and 89% respectively, of services revenues from FFP and T&M
and contracts. During the three and six months ended December 31, 2000 the
Company derived 95% and 94% respectively, of services revenues from FFP and T&M
and contracts. FFP contracts provide for a fixed price for stipulated services
or products, regardless of the costs incurred, which may result in losses from
cost overruns. T&M contracts typically provide for payment of negotiated hourly
rates for labor incurred plus reimbursement of other allowable direct and
indirect costs. The Company assumes greater performance risk on T&M and FFP
contracts and the failure to accurately estimate ultimate costs or to control
costs during performance of the work can result in reduced profit margins or
losses. There can be no assurance that the Company's services business will not
incur cost overruns for any FFP and T&M contracts it is awarded. The Company's
services business also generates revenues from cost plus fixed fee ("CPFF")
contracts, which accounted for approximately 12% and 11% respectively, of its
services revenues for the three and six months ended December 31, 2001 and
approximately 5% and 6% respectively, for the same period in the prior fiscal
year. CPFF contracts provide for the reimbursement of allowable costs, including
indirect costs plus a fee or profit. Revenues generated from contracts with
government agencies are subject to audit and subsequent adjustment by
negotiation between the Company and representatives of such government agencies.
IPS is currently being audited by the Defense Contract Audit Agency for the
period from July 1, 1997 to June 30, 2000. While the Company believes that the
results of such audit will have no material effect on the Company's financial
position or results of operations, there can be no assurance that no adjustments
will be made and that, if made, such adjustments will not have a material effect
on the Company's financial position, results of operations, or cash flows.

    Gross margin on product revenues was 39% and 36% for the three and six
months ended December 31, 2001 and 41% for both the three and six months ended
December 31, 2000. The decrease in product gross margin for the three and six
months ended December 31, 2001 compared to the prior fiscal year reflects
continued market price pressures and lower unit volumes which has resulted in
underabsorbed overhead costs. The Company expects gross margins to fluctuate in
future periods due to changes in the product mix, the costs of components and
the competition in the industry.

    Gross margin on services revenues was 9% and 8% for the three and six months
ended December 31, 2001 as compared to 14% and 13% for the same period in the
prior fiscal year. The decrease in gross margin for the three and six months
ended December 31, 2001 compared to the prior year was primarily due to a lower
utilization of direct labor during the three and six months ended December 31,
2001 as compared to the respective prior year periods.

Research, Development and Engineering

Research, development and engineering expenses were $2,254,000 or 35% and
$4,868,000 or 39% of product revenues for



                                       12
<PAGE>

the three and six months ended December 31, 2001 compared to $2,387,000 or 29%
and $4,551,000 or 28% of product revenues for the same period in the prior
fiscal year. The increase in research, development and engineering expenses for
the six months ended December 31, 2001 is primarily due to the addition of
engineering staff and related expenses to further develop and enhance the
Company's Security and Imaging products. The Company believes investment in
research and development is critical in maintaining a strong technological
position in the industry.

Marketing and Selling

    Marketing and selling expenses were $3,497,000 or 18% and $6,948,000 or 19%
of total revenues for the three and six months ended December 31, 2001 compared
to $4,161,000 or 20% and $7,467,000 or 18% of total revenues for the same period
in the prior fiscal year. The decrease in marketing and selling expenses was
primarily due to reduced staffing as part of the Company's restructuring efforts
initiated in June 2001.

General and Administrative

    General and administrative expenses were $4,121,000 and $7,649,000 or 21% of
total revenues for both the three and six months ended December 31, 2001
compared to $3,310,000 or 16% and $6,250,000 or 15% of total revenues for the
same period in the prior fiscal year. The increase in general and administrative
expenses was primarily due to increased staffing and related administrative
expenses to support future growth and development of supporting infrastructure.

Restructuring Charge for Workforce Reduction

     In June 2001, the Company initiated a restructuring of its worldwide
operations to reduce costs and increase operational efficiencies. In connection
with the restructuring, in July 2001, the Company initiated a workforce
reduction of approximately 42 employees, or 10% of its worldwide workforce
primarily in marketing, selling and other administrative functions. The
workforce reduction resulted in a $1,712,000 charge during the quarter ended
September 30, 2001 relating primarily to severance and fringe benefits. Related
cash payments of $1,306,000 were made during the six months ended December 31,
2001. The remaining liability at December 31, 2001 of $406,000 is included in
accrued compensation in the condensed consolidated balance sheets. The Company
expects that this amount will be paid by June 30, 2002.

Preferred Stock and Warrant Expense

    In connection with the private sale of shares of Series A Convertible
Preferred Stock and warrant in July 2000 to Motorola, the Company recognized a
one-time preferred stock and warrant expense of $1,259,000 relating to the
embedded beneficial conversion feature within the Series A Convertible Preferred
Stock.

Interest and Other Income (Expense), net


     For the three and six months ended December 31, 2001, interest and other
income (expense), net was $178,000 and $400,000 compared to $444,000 and
$844,000 for the same period in the prior fiscal year. The decrease in interest
and other income (expense), net was primarily due to a decrease in interest
income generated from cash balances primarily resulting from lower interest
rates. Interest and other income for the three months ending December 31, 2001
and 2000 was primarily composed of interest income of $96,000 and $386,000,
respectively and license fees from SIFC of $82,000 and $68,000, respectively.
For the six months ending December 31, 2001 and 2000, interest and other income
was primarily composed of interest income of $273,000 and $731,000, respectively
and license fees from SIFC of $168,000 and $137,000, respectively.


Interest Expense

    Interest expense was nil for the three and six months ended December 31,
2001 compared to $42,000 and $65,000 for the same period in the prior fiscal
year. The decrease was due to no borrowings under the IPS Lines of Credit during
the three and six months ended December 31, 2001. There have been no borrowings
under the Identix line of credit for the three and six months ended December 31,
2001 and 2000. The weighted average interest rate paid on borrowings under the
IPS Line of Credit during the three months ended December 31, 2000 was 9.5%.



                                       13
<PAGE>
Benefit (Provision) for Income Taxes

    The Company recorded a state franchise tax refund of $1,000 for the six
months ended December 31, 2001 and a provision of $39,000 and $56,000 for the
three and six months ended December 31, 2000 which consisted of certain state
franchise taxes.

Equity Interest in Income of Joint Venture

    The equity interest income in income of joint venture represents the
Company's 50% share of the results of SIFC. For the three and six months ended
December 31, 2001, our equity interest in joint venture income was $21,000 and
$113,000 respectively, compared to $64,000 and $135,000 respectively, for the
same period in the prior fiscal year. The decrease in the equity interest was
due to a decrease in net income of SIFC.

Liquidity and Capital Resources

    The Company financed its operations during the six months ended December 31,
2001 from its working capital at June 30, 2001. As of December 31, 2001, the
Company's principal sources of liquidity consisted of $67,832,000 of working
capital including $58,884,000 in cash and cash equivalents. In addition, the
Company has two bank lines of credit, the Identix Line of Credit and the IPS
Line of Credit, as described below.

    The Identix Line of Credit, ("Identix Line of Credit"), provides for up to
the lesser of $7,500,000 or 80% of the Company's eligible accounts receivable.
Loans under the Identix Line of Credit are secured by substantially all of the
assets of the Company and bear interest at the bank's prime rate of interest
plus two percent (6.75% at December 31, 2001). The Identix Line of Credit
expires on September 30, 2002. At December 31, 2001, there was no amount
outstanding and $1,568,000 was available under the Identix Line of Credit. The
Identix Line of Credit agreement contains financial and operating covenants,
including restrictions on the Company's ability to pay dividends on its common
stock.

     The IPS Line of Credit, ("IPS Line of Credit"), is a $6,000,000 bank line
of credit collateralized by IPS's accounts receivable and certain other assets.
Under the IPS Line of Credit, IPS may borrow against qualified accounts
receivable. Amounts drawn bear interest at the bank's prime rate of interest
(5.25% at December 31, 2001). The Line of Credit expires on June 30, 2002. The
IPS Line of Credit agreement contains financial and operating covenants. At
December 31, 2001 the Company was in technical default of certain of these IPS
Line of Credit covenants. On February 13, 2002 the Company obtained a waiver of
default from the bank for the breach of the covenants through and including
April 1, 2002. There were no amounts outstanding under this bank line of credit
at any time during the six months ended December 31, 2001.

     The Company used cash for operating activities of $11,468,000 during the
six months ended December 31, 2001 as compared to $6,978,000 for the same period
in the prior fiscal year. The primary use of cash for the six months ended
December 31, 2001 was due to (i) the net loss of $14,680,000 which includes
depreciation and amortization of $1,713,000, (ii) a decrease in accounts payable
of $3,091,000 and an increase in inventories of $584,000 partially offset by a
decrease in accounts receivable of $5,742,000. The primary use of cash during
the six months ended December 31, 2000 was due to (i) the net loss of
$12,554,000 which includes a one-time charge for preferred stock and warrant
expense of $1,259,000, amortization of $1,885,000, depreciation of $895,000, and
(ii) an increase in accounts receivable of $2,844,000, inventories of $2,297,000
and restricted cash of $1,817,000, partially offset by increases in accounts
payable of $1,921,000.

    The Company used cash of $2,940,000 for investing activities during the six
months ended December 31, 2001 consisting primarily of purchases of property and
equipment of $2,526,000. During the six months ended December 30, 2000, the
Company used cash of $2,706,000 for investing activities for the purchase of
property and equipment of $1,189,000 and additions to intangible assets of
$1,517,000.

    The Company generated cash from financing activities of $52,515,000 from the
sales of common stock, net of issuance costs and from the exercise of stock
options during the six months ended December 31, 2001 as compared to cash
generated from financing activities of $4,703,000 for the same period in the
prior fiscal year. Financing activities for the six months ended December 31,
2000, consisted of proceeds from the sale of the Company's Series A Convertible
Preferred Stock of $3,702,000, net of issuance costs and the sale of common
stock of $1,431,000, partially offset by net repayments of $430,000 against the
IPS line of credit.

    While the Company believes that cash flows from operations, together with
existing working capital and available lines of credit, are adequate to fund
the Company's current cash requirements, the Company may need to raise
additional debt or equity financing in the future. The Company may not be able
to obtain additional debt or equity financing. If successful in raising
additional financing, the Company may not be able to do so on terms that are not
excessively dilutive to existing stockholders or less costly than existing
sources of financing. Failure to secure additional financing in a timely manner
and on



                                       14
<PAGE>

favorable terms in the future could have a material adverse impact on the
Company's financial performance and stock price and require the Company to
implement certain cost reduction initiatives and curtail certain of its
operations.

    The Company did not have any material capital expenditure commitments as of
December 31, 2001.

Recent Accounting Pronouncements

    In October 2001, the Financial Accounting Standards Board, or FASB, issued
Statement of Financial Accounting Standards No. 144 or SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 addresses
financial accounting and reporting for the impairment of long-lived assets and
for long-lived assets to be disposed. SFAS No. 144 will be effective for fiscal
years beginning after December 15, 2001. The Company is currently evaluating the
impact of SFAS No. 144, but does not expect that its adoption on July 1, 2002
will have a material effect on its financial statements.


RISK FACTORS

    This report on Form 10-Q contains forward-looking statements that involve
risks and uncertainties. The Company's business, operating results, financial
performance, and share price may be materially adversely affected by a number of
factors, including but not limited to the following risk factors, any one of
which could cause actual results to vary materially from anticipated results or
from those expressed in any forward-looking statements made by the Company in
this report on Form 10-Q or in other reports, press releases or other statements
issued from time to time. Additional factors that may cause such a difference
are set forth in the annual report on Form 10-K.

OUR BUSINESS WILL NOT GROW UNLESS THE MARKET FOR BIOMETRIC SOLUTIONS EXPANDS
BOTH DOMESTICALLY AND INTERNATIONALLY.

    Our product revenues and a portion of our service revenues are derived from
the sale of biometric products and services. Biometric solutions have not gained
widespread commercial acceptance. We cannot accurately predict the future growth
rate, if any, or the ultimate size of the biometric technology market. The
expansion of the market for our products and services depends on a number of
factors including without limitation:

    -   the cost, performance and reliability of our products and services and
        the products and services of competitors;

    -   customers' perception of the perceived benefit of biometric solutions;

    -   public perceptions of the intrusiveness of these solutions and the
        manner in which firms are using the fingerprint information collected;

    -   public perceptions regarding the confidentiality of private information;

    -   customers' satisfaction with our products and services; and

    -   marketing efforts and publicity regarding these products and services.

    Certain groups have publicly objected to the use of biometric products for
some applications on civil liberties grounds and legislation has been proposed
to regulate the use of biometric security products. Even if biometric markets
develop, our products and services may not gain wide market acceptance. Even if
biometric solutions gain wide market acceptance, our products and services may
not adequately address the market requirements.

WE FACE INTENSE COMPETITION FROM OTHER BIOMETRIC SOLUTION PROVIDERS AS WELL AS
IDENTIFICATION AND SECURITY SYSTEMS PROVIDERS.

    A significant number of established and startup companies have developed or
are developing and marketing software and



                                       15
<PAGE>

hardware for fingerprint biometric security applications that currently compete
or will compete directly with those products designed, developed and sold under
our Security line of products. Some of these companies have developed or are
developing and marketing semiconductor or optically based direct contact
fingerprint image capture devices. Other companies have developed or are
developing and marketing other methods of biometric identification such as
retinal blood vessel or iris pattern, hand geometry, voice and facial structure.
If one or more of these technologies or approaches were widely adopted, it would
significantly reduce the potential market for our products. Our Security
products also compete with non-biometric technologies such as certificate
authorities, and traditional key, card, surveillance systems and passwords. Many
competitors offering products that are competitive with our Security products
and services have significantly more cash and resources than we do. The
biometric security market is a rapidly evolving and intensely competitive
market, and we believe that additional competitors may yet enter the market and
become significant long-term competitors.

    The products designed, developed and sold under our Imaging line of products
also face intense competition from a number of competitors who are actively
engaged in developing and marketing live scan products, including Visionics
Corporation, Heinemann Biometric Systems GmbH, Printrak/Motorola and CrossMatch
Technologies, Inc.

    We expect competition to increase and intensify in the near term in both our
Security and Imaging markets. Companies competing with us may introduce products
that are competitively priced, that have increased performance or functionality
or that incorporate technological advances not yet developed or implemented by
us. Some present and potential competitors have financial, marketing, research,
and manufacturing resources substantially greater than ours.

    In order to compete effectively in this environment, we must continually
develop and market new and enhanced products at competitive prices and must have
the resources available to invest in significant research and development
activities. The failure to do so could have a material adverse effect on our
business operations, financial results and stock price.

THE TERRORIST ATTACKS OF SEPTEMBER 11, 2001 HAVE INCREASED FINANCIAL
EXPECTATIONS THAT MAY NOT MATERIALIZE.


    The September 11, 2001 terrorist attacks have created an uncertain economic
environment and an increase in awareness of biometric security solutions.
However, we are uncertain whether the actual level of demand for our biometric
products and services will increase as a result of such heightened awareness.
Even if we will experience any increased demand for our products and services,
it may not result in an actual increase in our product or services revenues. We
cannot predict which security solutions, if any, will be adopted in the fight
against terrorism and whether our products will be a part of those solutions.
These factors may adversely impact us and create unpredictability in our
revenues and operating results.


WE MAY NEED TO RAISE ADDITIONAL EQUITY OR DEBT FINANCING IN THE FUTURE.


     While we believe that cash flows from operations, together with existing
working capital and available lines of credit, are adequate to fund our current
cash requirements, we may need to raise additional debt or equity financing in
the future. We may not be able to obtain additional debt or equity financing. If
successful in raising additional financing, we may not be able to do so on terms
that are not excessively dilutive to existing stockholders or less costly than
existing sources of financing. Failure to secure additional financing in a
timely manner and on favorable terms in the future could have a material adverse
impact on our financial performance and stock price and require us to implement
certain cost reduction initiatives and curtail certain of our operations.


FUTURE GROWTH DEPENDS IN PART ON THE SUCCESS OF ITRUST, A RELATIVELY NEW
BUSINESS ACTIVITY WITH LITTLE OPERATING HISTORY.

    Our future growth may depend on the success of itrust, which was formed in
July 2000 and has a limited operating history. itrust's success will depend on
many factors, including, but not limited to:

    -   our ability to form additional collaborative partnerships that will
        contribute technical and commercial value to itrust and contribute to
        the division's growth;

    -   the demand for our Security products and itrust products and services;

    -   our ability to successfully and rapidly manufacture, disseminate and
        deploy biometric enabled products and services;

    -   the ability and willingness of our collaborative partners to
        successfully and rapidly promote, manufacture, disseminate



                                       16
<PAGE>

        and deploy biometric enabled products services;

    -   the levels of competition in the space for Internet and Wireless Web
        security services;

    -   the perceived need for secure communications and commerce in such
        markets;

    -   our ability to successfully introduce new products and services; and

    -   our ability to expand its operations and attract, integrate, retain and
        motivate qualified sales, marketing, and research and development
        personnel.

    A significant number of established and startup companies have developed or
are developing and marketing security and/or authentication solutions that
currently compete or will compete directly with itrust's solutions. Some of
these companies have significantly more cash and resources than we do, and may
currently offer a broader or more robust range of solutions than those currently
available through the itrust offering. The wired and wireless security and
authentication marketplace is a rapidly evolving and intensely competitive
market and we believe that additional competitors may yet enter the market and
become significant long-term competitors.

    We have experienced net losses in the last two fiscal years and expect
additional losses in the future. itrust is not expected to contribute
significant revenues or positive cash flows in the foreseeable future. At the
same time, however, we will incur significant costs in the design, development,
manufacture, sale and deployment of itrust products and services and in the
execution of itrust's business plan. In part because of the significant
investment we will make in itrust, we expect to incur substantial additional
losses and negative cash flows from it in the foreseeable future.

IN OUR SERVICES BUSINESS, WE FACE SUBSTANTIAL COMPETITION FROM PROFESSIONAL
SERVICE PROVIDERS OF ALL SIZES IN THE GOVERNMENT MARKETPLACE.

    IPS is increasingly being required to bid on firm fixed price and similar
contracts that result in greater performance risk to IPS. If IPS is not able to
maintain a competitive cost structure, support specialized market niches, retain
highly qualified personnel or align with technology leaders, we may lose our
ability to compete successfully in the services business.

THE BIOMETRICS INDUSTRY IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE AND
EVOLVING INDUSTRY STANDARDS, WHICH COULD RENDER EXISTING PRODUCTS OBSOLETE.

    Our future success will depend upon our ability to develop and introduce a
variety of new products and services and enhancements to these new product and
services in order to address the changing and sophisticated needs of the
marketplace. Frequently, our technical development programs require assessments
to be made of the future directions of technology and technology markets
generally, which are inherently risky and difficult to predict. Delays in
introducing new products, services and enhancements, the failure to choose
correctly among technical alternatives or the failure to offer innovative
products and services at competitive prices may cause customers to forego
purchases and of our products and services and purchase those of our
competitors.

    Continued participation by us in the market for live scan systems that are
linked to forensic quality databases under the jurisdiction of governmental
agencies may require the investment of our resources in upgrading our products
and technology for us to compete and to meet regulatory and statutory standards.
We may not have adequate resources available to us or may not adequately keep
pace with appropriate requirements in order to effectively compete in the
marketplace.

OUR FINANCIAL AND OPERATING RESULTS OFTEN VARY SIGNIFICANTLY FROM QUARTER TO
QUARTER AND MAY BE NEGATIVELY AFFECTED BY A NUMBER OF FACTORS.

    Our financial and operating results may fluctuate from quarter to quarter
because of the following reasons:

    -   downturns in the US, North American or international economies;

    -   reduced demand for products and services caused by competitors;

    -   price reductions, new competitors, or the introduction of enhanced
        products or services from new or existing competitors;



                                       17
<PAGE>

    -   reduced pricing and/or increased spending in response to competition or
        new market opportunities;

    -   changes in the mix of products and services we or our distributors sell;

    -   cancellations, delays or contract amendments by government agency
        customers;

    -   the lack of availability of government funds;

    -   litigation costs;

    -   expenses related to acquisitions;

    -   other one-time financial charges;

    -   the lack of availability or increase in cost of key components; and

    -   the inability to successfully manufacture in volume certain of our
        products that may contain complex designs and components.

    Additionally, certain of our Imaging products often have a lengthy sales
cycle while the customer evaluates and receives approvals for purchase. If,
after expending significant funds and effort, we fail to receive an order, a
negative impact on our financial results and stock price could result.

    It is difficult to predict accurately the sales cycle of any large order for
any of our products. If we do not ship one or more large orders as forecast for
a fiscal quarter, our total revenues and operating results for that quarter
could be materially and adversely affected.

    Further, the lead-time for ordering parts and materials and building our
Security or Imaging products can be many months. As a result, we must order
parts and materials and build our products based on forecasted demand. If demand
for our products lags significantly behind our forecasts, we may produce more
products than we can sell, which can result in cash flow problems and write-offs
or write-downs of obsolete inventory.

WE DERIVE A MAJORITY OF OUR SERVICES REVENUE FROM GOVERNMENT CONTRACTS, WHICH
ARE OFTEN NON-STANDARD, INVOLVE COMPETITIVE BIDDING AND MAY BE SUBJECT TO
CANCELLATION WITHOUT PENALTY.

    Government contracts frequently include provisions that are not standard in
private commercial transactions. For example, government contracts may include
bonding requirements and provisions permitting the purchasing agency to cancel
the contract without penalty in certain circumstances. As public agencies, our
prospective customers are also subject to public agency contract requirements
that vary from jurisdiction to jurisdiction. Some of these requirements may be
onerous or impossible to satisfy.

    In addition, public agency contracts are frequently awarded only after
formal competitive bidding processes, which have been and may continue to be
protracted, and typically impose provisions that permit cancellation in the
event that funds are unavailable to the public agency. There is a risk that we
may not be awarded any of the contracts for which we bid or, if awarded, that
substantial delays or cancellations of purchases may follow as a result of
protests initiated by losing bidders. In addition, local government agency
contracts may be contingent upon availability of matching funds from federal or
state entities.

    For the three and six months ended December 31, 2001, we derived
approximately 78% and 84%, respectively, of our services revenue directly from
contracts relating to the Department of Defense and other U.S. Government
agencies. The loss of a material government contract due to budget cuts or
otherwise could have a severe negative impact on our financial results and stock
price.

    For the year ended June 30, 2001, and the three and six months ended
December 31, 2001, we derived approximately 94%, 88% and 89%, respectively, of
our services revenue from time-and-materials contracts and firm-fixed-price
contracts. We assume certain performance risk on these contracts. If we fail to
estimate accurately ultimate costs or to control costs during performance of the
work, our profit margins may be reduced and we may suffer losses. In addition,
revenues generated from



                                       18
<PAGE>

government contracts are subject to audit and subsequent adjustment by
negotiation with representatives of the government agencies. The Defense
Contract Audit Agency is currently auditing IPS for the periods from July 1,
1997 to June 30, 2000. While we believe that the results of such audit will have
no material effect on our profits, if made, such adjustments may have a material
adverse effect on our business, financial condition and results of operations.

WE RELY IN PART UPON OEM AND DISTRIBUTION PARTNERS TO DISTRIBUTE OUR PRODUCTS,
AND WE MAY BE ADVERSELY AFFECTED IF THOSE PARTIES DO NOT ACTIVELY PROMOTE OUR
PRODUCTS OR PURSUE INSTALLATIONS THAT USE OUR EQUIPMENT.

    A significant portion of our product revenues comes from sales to partners
including OEMs, systems integrators, distributors and resellers. Some, but not
all, of these relationships are formalized in written agreements. Even where
these relationships are formalized in written agreements, the agreements are
often terminable with little or no notice and subject to periodic amendment. We
cannot control the amount and timing of resources that our partners devote to
activities on our behalf.

    We intend to continue to seek strategic relationships to distribute, license
and sell certain of our products. We, however, may not be able to negotiate
acceptable relationships in the future and cannot predict whether current or
future relationships will be successful.

WE RELY HEAVILY ON PRODUCTS AND SERVICES PROVIDED BY INTERNATIONAL TECHNOLOGY
CONCEPTS, INC. ("IT CONCEPTS").

    Both our Imaging and Security divisions purchase certain complete biometric
security and imaging products, components of products and research, development
and engineering services related to the development of products from IT
Concepts. itrust is also working with IT Concepts for the development of certain
of itrust's solutions. In turn IT Concepts subcontracts portions of its
development work to an affiliate in Russia and brings in a portion of its
engineering and personnel resources from Russia under applicable immigration
laws. In recent years competition for a limited number of available visas for
foreign high-technology workers and/or consultants has intensified as more U.S.
companies have chosen to look abroad for supplemental research, development and
engineering resources. If we were to lose IT Concepts as a supplier of products
and engineering services, or if IT Concepts were prohibited or restricted from
bringing in a portion of its engineering requirements or resources, because of
lack of availability of applicable immigration visas or otherwise, we would be
required to find alternative suppliers of products and services or hire
additional engineering personnel to provide the services. This could require us
to incur significant additional research and development costs and delay
shipment of products to customers and the development of new technology and
products. There is a risk that we would not be able to find such personnel or
suppliers at a reasonable cost, or at all. Any delay in product development or
shipment could have a material adverse effect on our business, operations,
financial results and stock price.

LOSS OF SOLE OR LIMITED SOURCE SUPPLIERS MAY RESULT IN DELAYS OR ADDITIONAL
EXPENSES.

    We obtain certain components and complete products from a single source or a
limited group of suppliers. We do not have long-term agreements with any of our
suppliers. We will experience significant delays in manufacturing and shipping
of products to customers if we lose these sources or if supplies from these
sources are delayed.

    As a result, we may be required to incur additional development,
manufacturing and other costs to establish alternative sources of supply. It may
take several months to locate alternative suppliers, if required, or to re-tool
our products to accommodate components from different suppliers. We cannot
predict if we will be able to obtain replacement components within the time
frames we require at an affordable cost, or at all. Any delays resulting from
suppliers failing to deliver components or products on a timely basis in
sufficient quantities and of sufficient quality or any significant increase in
the price of components from existing or alternative suppliers could have a
severe negative impact on our financial results and stock price.

THE SUCCESS OF OUR STRATEGIC PLAN TO PURSUE SALES IN INTERNATIONAL MARKETS MAY
BE LIMITED BY RISKS RELATED TO CONDITIONS IN SUCH MARKETS.

    For the year ended June 30, 2001, and the three and six months ended
December 31, 2001, we derived approximately 11%, 16% and 11%, respectively, of
our product revenues from international sales. We currently have a local
presence in the United Kingdom.

    There is a risk that we may not be able to successfully market, sell and
deliver our products in foreign countries, or successfully rely on supplemental
offshore research and development resources.



                                       19
<PAGE>

    Risks inherent in marketing, selling and delivering products in foreign and
international markets, include those associated with:

    -   regional economic conditions;

    -   delays in or prohibitions on exporting products resulting from export
        restrictions for certain products and technologies, including "crime
        control" products and encryption technology;

    -   loss of, or delays in importing products, services and intellectual
        property developed abroad, resulting from unstable or fluctuating
        social, political or governmental conditions;

    -   fluctuations in foreign currencies and the U.S. dollar;

    -   loss of revenue, property (including intellectual property) and
        equipment from expropriation, nationalization, war, insurrection,
        terrorism, criminal acts and other political and social risks;

    -   the overlap of different tax structures;

    -   seasonal reductions in business activity;

    -   risks of increases in taxes and other government fees; and

    -   involuntary renegotiations of contracts with foreign governments.

    In addition, foreign laws treat the protection of proprietary rights
differently from laws in the United States and may not protect our proprietary
rights to the same extent as U.S. laws. The failure of foreign laws or judicial
systems to adequately protect our proprietary rights or intellectual property,
including intellectual property developed on our behalf by foreign contractors
or subcontractors may have a material adverse effect on our business,
operations, financial results and stock price.

ONE STOCKHOLDER OWNS A SIGNIFICANT PORTION OF OUR STOCK AND MAY DELAY OR PREVENT
A CHANGE IN CONTROL OR ADVERSELY AFFECT THE STOCK PRICE THROUGH SALES IN THE
OPEN MARKET.

    As of December 31, 2001, State of Wisconsin Investment Board owned
approximately 16% of the Company's outstanding common stock. The concentration
of large percentages of ownership in any single shareholder may delay or prevent
change in control of the Company. Additionally, the sale of a significant number
of our shares in the open market by a single shareholder or otherwise could
adversely affect our stock price.

OUR PRODUCTS AND CERTAIN OF OUR SERVICES ARE COMPLEX, MAY CONTAIN UNDETECTED OR
UNRESOLVED DEFECTS WHEN SOLD OR MAY NOT MEET CUSTOMER'S PERFORMANCE CRITERIA,
AND MAY BE DIFFICULT TO SUCCESSFULLY MANUFACTURE IN VOLUME.

    Performance failure in our products or certain of our services may cause
loss of market share, delay in or loss of market acceptance, additional warranty
expense or product recall, or other contractual liabilities. The complexity of
certain of our fingerprint readers makes the manufacturing and assembly process
of such products, especially in volume, complex. This may in turn lead to delays
or shortages in the availability of certain products, or, in some cases, the
unavailability of certain products. The negative effects of any delay or failure
could be exacerbated if the delay or failure occurs in products or services
(such as itrust services) that provide personal security, secure sensitive
computer data, authorize significant financial transactions or perform other
functions where a security breach could have significant consequences.

    If a product or service launch is delayed or is the subject of an
availability shortage because of problems with our ability to manufacture or
assemble the product or service successfully on a timely basis, or if a product
or service otherwise fails to meet performance criteria, we may lose revenue
opportunities entirely and/or experience delays in revenue recognition
associated with a product or service in addition to incurring higher operating
expenses during the period required to correct the defects. There is a risk that
for unforeseen reasons we may be required to repair or replace a substantial
number of products in use or to reimburse customers for products that fail to
work or meet strict performance criteria. We carry product liability insurance,
but existing coverage may not be adequate to cover potential claims.



                                       20
<PAGE>

FAILURE BY US TO MAINTAIN THE PROPRIETARY NATURE OF OUR TECHNOLOGY, INTELLECTUAL
PROPERTY AND MANUFACTURING PROCESSES COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
BUSINESS, OPERATING RESULTS, FINANCIAL CONDITION AND STOCK PRICE AND ON OUR
ABILITY TO COMPETE EFFECTIVELY.

    We principally rely upon patent, trademark, copyright, trade secret and
contract law to establish and protect our proprietary rights. There is a risk
that claims allowed on any patents or trademarks we hold may not be broad enough
to protect our technology. In addition, our patents or trademarks may be
challenged, invalidated or circumvented and we cannot be certain that the rights
granted thereunder will provide competitive advantages to us. Moreover, any
current or future issued or licensed patents, or trademarks, or currently
existing or future developed trade secrets or know-how may not afford sufficient
protection against competitors with similar technologies or processes, and the
possibility exists that certain of our already issued patents or trademarks may
infringe upon third party patents or trademarks or be designed around by others.
In addition, there is a risk that others may independently develop proprietary
technologies and processes, which are the same as, substantially equivalent or
superior to ours, or become available in the market at a lower price.

    There is a risk that we have infringed or in the future will infringe
patents or trademarks owned by others, that we will need to acquire licenses
under patents or trademarks belonging to others for technology potentially
useful or necessary to us, and that licenses will not be available to us on
acceptable terms, if at all.

    We may have to litigate to enforce our patents or trademarks or to determine
the scope and validity of other parties' proprietary rights. Litigation could be
very costly and divert management's attention. An adverse outcome in any
litigation may have a severe negative impact on our financial results and stock
price. To determine the priority of inventions, we may have to participate in
interference proceedings declared by the United States Patent and Trademark
Office or oppositions in foreign patent and trademark offices, which could
result in substantial cost to the Company and limitations on the scope or
validity of our patents or trademarks.

    We also rely on trade secrets and proprietary know-how, which we seek to
protect by confidentiality agreements with our employees, consultants, service
providers and third parties. There is a risk that these agreements may be
breached, and that the remedies available to us may not be adequate. In
addition, our trade secrets and proprietary know-how may otherwise become known
to or be independently discovered by others.

IF WE FAIL TO ADEQUATELY MANAGE THE SIZE OF OUR BUSINESS, IT COULD HAVE A SEVERE
NEGATIVE IMPACT ON OUR FINANCIAL RESULTS OR STOCK PRICE.

    We believe that in order to be successful we must appropriately manage the
size of our business. This may mean reducing costs and overhead in certain
economic periods, and selectively growing in periods of economic expansion. In
addition, we will be required to implement operational, financial and management
information procedures and controls that are efficient and appropriate for the
size and scope of our operations. The management skills and systems currently in
place may not be adequate and we may not be able to manage any significant
reductions or growth effectively.

WE MAY ENCOUNTER DIFFICULTIES IN ACQUIRING AND EFFECTIVELY INTEGRATING
COMPLEMENTARY ASSETS AND BUSINESSES.

    As part of our business strategy, we may acquire assets and businesses
principally relating to or complementary to our current operations. We acquired
Identicator Technology, Inc. ("Identicator Technology") in fiscal 1999, one
company in fiscal 1998 and two companies in fiscal 1996. These and any other
acquisitions by Identix are and will be accompanied by the risks commonly
encountered in acquisitions of companies. These risks include, among other
things:

    -   exposure to unknown liabilities of acquired companies;

    -   higher than anticipated acquisition costs and expenses;

    -   effects of costs and expenses of acquiring and integrating new
        businesses on our operating results and financial condition;

    -   the difficulty and expense of assimilating the operations and personnel
        of the companies;

    -   disruption of our ongoing business;



                                       21
<PAGE>

    -   diversion of management time and attention;

    -   failure to maximize our financial and strategic position by the
        successful incorporation of acquired technology;

    -   the maintenance of uniform standards, controls, procedures and policies;

    -   loss of key employees and customers as a result of changes in
        management;

    -   the incurrence of amortization expenses; and

    -   possible dilution to our stockholders.

    In addition, geographic distances may make integration of businesses more
difficult. We may not be successful in overcoming these risks or any other
problems encountered in connection with any acquisitions.

LOSS OF CURRENT SENIOR EXECUTIVES AND KEY TECHNICAL PERSONNEL WOULD ADVERSELY
AFFECT OUR BUSINESS.

    Our personnel may voluntarily terminate their relationship with us at any
time, and competition for qualified personnel, especially engineers, is intense.
The process of locating additional personnel with the combination of skills and
attributes required to carry out our strategy could be lengthy, costly and
disruptive. We are dependent on the services of certain key personnel, including
the following:

    Robert McCashin, Chairman of the Board and Chief Executive Officer, has
nearly 30 years of domestic and international leadership experience and plays a
key role in directing the Company, its Board of Directors and its senior
management team.

    James P. Scullion, President and Chief Operating Officer, and Daniel F.
Maase, Vice President and Chief Technical Officer, Imaging, have a combined
total of 24 years experience with Identix and have a substantial amount of
acquired knowledge regarding Identix and the biometrics industry generally. Mr.
Scullion plays a major role in the development and execution of our strategic
plan.

    Grant Evans, Executive Vice President Strategy and Business Development, has
a central role in our business development ventures and itrust.

    Yuri Khidekel, Vice President and Chief Software Technology Officer,
Security, and Yury Shapiro, Vice President and Chief Hardware Technology
Officer, Security, serve as key researchers and developers and manage the
biometric security research and development activities of IT Concepts, a key
product and service provider to the Company.

    If we lose the services of key personnel, or fail to replace the services of
key personnel who depart, we could experience a severe negative impact on our
financial results and stock price. In addition, there is intense competition for
highly qualified engineering and marketing personnel in the Silicon Valley where
we principally operate. The loss of the services of any key engineering,
marketing or other personnel or our failure to attract, integrate, motivate and
retain additional key employees could have a material adverse effect on our
business, operating and financial results and stock price.

OUR BUSINESS OPERATIONS MAY BE ADVERSELY AFFECTED IN THE EVENT OF AN EARTHQUAKE.

    Our corporate headquarters and most of our research and development
operations are located in Silicon Valley in Northern California, a region known
for dramatic seismic activity. An earthquake or other significant natural
disaster could have a material adverse impact on our business, financial
condition, operating results and stock price.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

    Interest Rate Risk. The Company's exposure to market risk for changes in
interest rates relates primarily to the Company's cash equivalents and lines of
credit. The Company does not use derivative financial instruments. The Company's
cash equivalents are invested in money market accounts with major financial
institutions. Due to the short duration and conservative nature of the Company's
cash equivalents, their carrying value approximates their fair value. The
Company has performed an analysis to assess the potential effect of reasonably
possible near-term changes in interest rates. The effect of such rate changes is
not expected to be material to the Company's results of operations, cash flows
or financial condition.



                                       22
<PAGE>

    The Company primarily enters into debt obligations to support general
corporate purposes including working capital requirements and capital
expenditures. The Company is subject to fluctuating interest rates that may
impact, adversely or otherwise, its results of operation or cash flows for its
variable rate lines of credit and cash equivalents.

    Foreign Currency Exchange Rate Risk. Certain of the Company's foreign
revenues, cost of revenues and marketing expenses are transacted in local
currencies. As a result, the Company's results of operations and certain
receivables and payables are subject to foreign exchange rate fluctuations. The
Company does not currently hedge against foreign currency rate fluctuations.
Gains and losses from such fluctuations are not material to the Company's
consolidated results of operations or balance sheet.



                                       23
<PAGE>

PART II OTHER INFORMATION

     Item 1. Legal Proceedings

         The Company is not party to any material legal proceedings.

     Item 2. Changes in Securities

         In December 2001, the Company entered into Common Stock Purchase
Agreements with new and existing institutional investors, pursuant to which, the
Company sold 7,390,000 shares of its common stock at $7.00 per share. The sale
resulted in net cash proceeds to the Company of $48,159,000.

     Item 4. Submission of Matters to a Vote of Security Holders


               (a)  The Annual Meeting of Shareholders was held on October 25,
                    2001.

               (b)  All Board of Directors nominees referenced in Item 4 (c)
                    below were elected at the Annual Meeting of Shareholders on
                    October 25, 2001.

               (c)  The matters voted upon and the results of the voting were as
                    follows:

                    (1)  The following eight persons were elected to the Board
                         of Directors:

<TABLE>
<CAPTION>
                           Name                  Votes For    Votes Withheld
                           ----                  ---------    --------------
                       <S>                      <C>           <C>
                       Robert McCashin          32,073,359       337,640
                       Patrick H. Morton        32,085,376       325,623
                       Randall Hawks, Jr.       32,095,806       315,193
                       James P. Scullion        32,047,325       363,674
                       John E. Major            32,198,265       212,734
                       Paul D. Clark            32,204,330       206,669
                       Milton E. Cooper         32,195,903       215,096
                       Malcolm J. Gudis         32,176,047       234,952
</TABLE>

                    (2)  The appointment of PricewaterhouseCoopers LLP as
                         independent accountants of the Company for the fiscal
                         year ending June 30, 2002 was ratified. The number of
                         shares voted in favor of the appointment was
                         32,161,002, the number of shares voted against was
                         119,525, and the number of shares that abstained was
                         130,472.

     Item 6. Exhibits and Reports on Form 8-K.

           (a) Exhibits

<TABLE>
<CAPTION>
               Exhibit
               Number     Description
               -------    -----------
               <S>        <C>
               10.47      Amendment No. 2 to Employment Agreement, dated as of October 25, 2001, between
                          Identix Incorporated and Grant Evans

               10.48      Secured Promissory Note dated October 5, 2001 made by Erik E. Prusch in favor of
                          Identix Incorporated

               10.49      Second Deed of Trust and Assignment of Rents dated October 22, 2001, between Erik
                          E. Prusch, as Trustor, and Identix Incorporated, as Beneficiary
</TABLE>

          (b)  The Company filed a report on Form 8-K on December 4, 2001
               regarding the Company's issuance of a press release announcing
               that the Company had entered into definitive purchase agreements
               for the private placement of 7,390,000 shares of its Common
               Stock.



                                       24
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant, Identix Incorporated, a corporation
organized and existing under the laws of the State of Delaware, has duly caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Los Gatos, State of California, on February 14, 2002.

                            IDENTIX INCORPORATED


                            BY:    /s/ Erik E. Prusch
                                 --------------------------------------------
                            Erik E. Prusch
                            Executive Vice President and Chief Financial Officer



                                       25
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
               Exhibit
               Number     Description
               -------    -----------
               <S>        <C>
               10.47      Amendment No. 2 to Employment Agreement, dated as of October 25, 2001, between
                          Identix Incorporated and Grant Evans

               10.48      Secured Promissory Note dated October 5, 2001 made by Erik E. Prusch in favor of
                          Identix Incorporated

               10.49      Second Deed of Trust and Assignment of Rents dated October 22, 2001, between Erik
                          E. Prusch, as Trustor, and Identix Incorporated, as Beneficiary
</TABLE>



                                       26